Notice Regarding Changes to Purchase Conditions of the Tender Offer for Treasury Stock

Overview of Changes to Purchase Conditions for Tender Offer of Treasury Stock

DENSO Corporation has resolved, upon proposal from Toyota Real Estate, to raise the upper limit purchase price for the tender offer for treasury stock from the previous 1,935 yen to 2,209 yen. The planned purchase volume remains unchanged at 184,897,756 shares (ownership ratio of 6.68%), and the total acquisition price has increased to approximately 408.4 billion yen. The purchase price will be determined by applying a 10% discount to either the closing price on the business day prior to the Board of Directors’ resolution date or the simple average of closing prices over the past month, whichever is lower, without exceeding the upper limit price.

Start Date for Tender Offer and Funding Plan

The start date for the tender offer for treasury stock has been postponed from the initial schedule of mid-January 2026 to on or after April 28, 2026, following the announcement of the fourth quarter earnings for the fiscal year ending March 2026. The tender offer funds are planned to be covered by internal funds and borrowings. As of September 30, 2025, consolidated cash and cash equivalents stood at 862,283 million yen, and repayment is expected to be feasible while maintaining financial soundness through future cash flows. In consultation with Toyota Real Estate and Toyota Industries Corporation, the company aims for a reasonable pricing and shareholder return approach.